Exhibit 10.19
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of March 20,
1998 by and between XXXXXX XXXXXXX (the "Employee") and URS CORPORATION, a
Delaware corporation (the "Company").
1. TERM OF EMPLOYMENT.
(a) Basic Rule. The Company agrees to employ the Employee, and the
Employee agrees to remain in employment with the Company, from the date hereof
until the date when the Employee's employment terminates pursuant to Subsection
(b), (c), (d), (e) or (f) below.
(b) Termination by Company Not for Cause. The Company may terminate
the Employee's employment at any time without Cause (as defined below) and for
any reason or no reason whatsoever by giving the Employee 30 days' advance
notice in writing.
(c) Termination by Company for Cause. The Company may terminate the
Employee's employment for Cause by giving the Employee notice in writing. For
all purposes under this Agreement, "Cause" shall mean:
(i) A willful failure or omission of the Employee to perform his
duties hereunder, other than as a result of the death or Disability of Employee
(as defined below).
(ii) A willful act or omission by the Employee involving material
injury to the Company (or to any parent, subsidiary or affiliated corporation or
related entity of the Company), gross misconduct, fraud or dishonesty;
(iii) The Employee's conviction of, or plea of "guilty" or "no
contest" to, a felony; or
(iv) The Employee's willful disobedience of orders and directives
of the Chief Executive Officer of URS Corporation or his designee (as determined
under Section 2(a)).
No act, omission or failure to act by the Employee shall be considered "willful"
unless committed without good faith and without reasonable belief that the act,
omission or failure to act was in the Company's best interests.
(d) Resignation by Employee. The Employee may terminate his employment
by giving the Company 30 days' advance notice in writing.
(e) Death of Employee. The Employee's employment shall terminate
automatically in the event of his death.
(f) Disability. The Company may terminate the Employee's employment
due to Disability by giving the Employee notice in writing. For all purposes
under this Agreement,
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"Disability" shall mean that at the time the notice is given the Employee has
been unable to perform the essential duties of his position under this
Agreement, with or without reasonable accommodation, for a continuous period of
at least six months because of a mental or physical impairment that
substantially affects one or more major life activities.
(g) Rights Upon Termination. Except as expressly provided in Sections
6 and 7, upon the termination of the Employee's employment pursuant to this
Section 1, the Employee shall only be entitled to the compensation, benefits and
reimbursements described in Sections 3, 4 and 5 for the period preceding the
effective date of the termination. Neither the preceding sentence nor any other
provisions of this Agreement shall be construed to give rise to any right,
entitlement or vesting as to any compensation or benefit under any employee
benefit plan or program referred to in Section 4 that has not been paid as of
the time of employment termination. By way of example and not by way of
limitation, except as may be specifically required by the written terms and
conditions thereof without regard to this Agreement, Employee shall not have any
right to, shall not be vested in, and shall not be entitled to any full or
partial incentive or bonus compensation or any other amount whatsoever under any
nonqualified management incentive or bonus compensation plan or arrangement if
Employee's employment shall have terminated before amounts are actually paid
thereunder, whether for the period under such plan or arrangement during which
Employee's employment ceases or any other period. The payments under this
Agreement shall fully discharge all responsibilities of the Company to the
Employee.
(h) Employment by Affiliate. The employment of the Employee shall not
be considered to have terminated for purposes of this Agreement if the Employee
is employed by a parent, subsidiary or affiliated corporation or related entity
of the Company.
(i) Termination of Agreement. This Agreement shall terminate when all
obligations of the parties hereunder have been satisfied.
2. DUTIES AND SCOPE OF EMPLOYMENT.
(a) Position. The Company agrees to employ the Employee in an
executive position as the senior legal officer of the Company for the term of
his employment under this Agreement. The Employee shall report to the Chief
Executive Officer of the Company or, if so directed by such Chief Executive
Officer, to the President or Chief Financial Officer of the Company, and shall
serve in such positions on behalf of the Company and its parent, subsidiary and
affiliated corporations and related entities and perform such duties consistent
with an executive and senior legal officer position for such corporations and
entities as may be required by such Chief Executive officer or designee. It is
anticipated that the Employee's duties will require him to travel frequently and
extensively. The Employee's principal office may be changed from time to time
with the approval of the Employee, provided the Company reimburses reasonable
relocation expenses of the Employee in accordance with generally applicable
policies of the Company.
(b) Obligations. During the term of his employment under this
Agreement, the Employee shall devote his full business efforts and time to the
Company and its parent, subsidiary and affiliated corporations and related
entities and shall not render services to any
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other person or entity without the prior written consent of the Chief Executive
Officer of the Company. The foregoing, however, shall not preclude the Employee
from engaging in appropriate civic, charitable or religious activities.
(c) Other Agreements. The Employee shall from time to time execute and
deliver to Company and its parent, subsidiary and affiliated corporations and
related entities such agreements, documents and instruments as the Company may
reasonably require, including, without limitation, confidentiality, trade
secret, invention assignment and other agreements.
(d) Resignation from Other Positions. Immediately upon request by the
Company, before or after the termination of the employment of the Employee, he
shall resign from any position he holds as director, officer, trustee, nominee,
agent for service of process, attorney-in-fact or similar position with respect
to the Company or a parent, subsidiary or affiliated corporation or related
entity of the Company, and shall execute, verify, acknowledge, swear to and
deliver any documents and instruments reasonably requested by the Company or
required to reflect such resignation.
3. BASE COMPENSATION.
During the term of his employment under this Agreement, the Company
agrees to pay the Employee as compensation for his services a base salary at an
annual rate of no less than $165,000. Such salary shall be payable in accordance
with the Company's standard payroll procedures. (The annual compensation
specified in this Section 3, together with any increases in such compensation
that the Company may grant from time to time, is referred to in this Agreement
as "Base Compensation.")
4. EMPLOYMENT BENEFITS, STOCK OPTIONS, AND INCENTIVE COMPENSATION, AND
OTHER COMPENSATION PLANS AND PROGRAMS.
During the term of his employment under this Agreement, the Employee
shall be eligible to participate in the employee benefit plans, stock option and
other equity-based incentive and compensation plans, and other executive
incentive and compensation programs maintained with respect to employees of the
Company, subject in each case to (i) the generally applicable terms and
conditions of the plan or program in question and to the determinations of the
Board of Directors of the Company or any committee or other person administering
such plan or program, (ii) determinations by the Company, any such corporation
or entity, or any such board, committee or person as to whether and to what
extent Employee shall so participate or cease to participate, and (iii)
amendment, modification or termination of any such plan or program in the sole
and absolute discretion of the Company or its parent, subsidiary or affiliated
corporation or related entity maintaining such plan.
5. BUSINESS EXPENSES.
In accordance with the Company's generally applicable policies, (i)
during the term of his employment under this Agreement, the Employee shall be
authorized to incur necessary and reasonable travel, entertainment and other
business expenses in connection with his duties hereunder, and (ii) the Company
shall reimburse the Employee for such expenses upon presentation of an itemized
account and appropriate supporting documentation.
3.
6. CHANGE IN CONTROL.
(a) Definition. For all purposes under this Agreement, "Change in
Control" shall mean the occurrence, after the date of this Agreement, of any of
the following events:
(i) A change in control of the Company required to be reported
pursuant to Item 6(e) of Schedule 14A of Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(ii) A change in the composition of the Company's Board of
Directors (the "Board") as a result of which fewer than two-thirds of the
incumbent directors are directors who either (i) had been directors of the
Company 24 months prior to such change or (ii) were elected, or nominated for
election, to the Board with the affirmative vote of at least a majority of the
directors who had been directors of the Company 24 months prior to such change
and who were still in office at the time of the election or nomination; or
(iii) Any "person" (as such term is used in sections 13(d) and
14(d) of the Exchange Act), other than a person that immediately before the
acquisition or aggregation of securities referred to immediately hereinafter,
directly or indirectly controls, is controlled by, or is under common control
with the Company, through the acquisition or aggregation of securities, becomes
the beneficial owner, directly or indirectly, of securities of the Company
representing 20 percent or more of the combined voting power of the Company's
then outstanding securities ordinarily (and apart from rights accruing under
special circumstances) having the right to vote at elections of directors (the
"Base Capital Stock"); except that any change in the relative beneficial
ownership of the Company's securities by any person resulting solely from a
reduction in the aggregate number of outstanding shares of Base Capital Stock,
and any decrease thereafter in such person's ownership of securities, shall be
disregarded until such person increases in any manner, directly or indirectly,
such person's beneficial ownership of any securities of the Company.
(b) Good Reason. For all purposes under this Agreement, "Good Reason"
shall mean that either (i) the Employee has incurred a reduction in his Base
Compensation or (ii) the Company has materially breached its obligations under
Section 2(a) and, at the time of such breach, the Employee is in compliance with
his obligations thereunder and under the other provisions of this Agreement.
(c) Change in Control Payment. If, during the term of this Agreement
and within one year after the occurrence of a Change in Control, the Employee
voluntarily resigns his employment for Good Reason or the Company terminates the
Employee's employment for any reason other than Cause or Disability, then the
Employee shall be entitled to receive a severance payment from the Company (the
"Change in Control Payment") and in addition shall be entitled to Severance
Benefits in accordance with Subdivision (ii) of Section 7(a). No Change in
Control Payment shall be made in case of termination of employment of the
Employee by reason of resignation of the Employee other than for Good Reason,
death of the Employee, or any other circumstance not specifically and expressly
described in the immediately preceding sentence. The Change in Control Payment
shall be made in a lump sum not more than five business days following the date
of the employment termination and shall be in an amount determined under
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Subsection (d) below; provided, however, in no event shall the Company be
required to make the Change in Control Payment unless and until Employee
executes and delivers to the Company a release in the form of Exhibit A and
seven (7) days have elapsed following such execution and delivery without
revocation of such release by Employee. The Change in Control Payment shall be
in lieu of (i) any further payments to the Employee under Section 3, (ii) any
further accrual of benefits under Sections 4 with respect to periods subsequent
to the date of the employment termination and (iii) any entitlement to a
Severance Payment (as defined in Subdivision (i) of Section 7(a) below).
(d) Amount. Subject to the provisions of Sections 8(a) and 8(b), the
amount of the Change in Control Payment shall be equal to two hundred (200)
percent of the Employee's annual rate of Base Compensation, as in effect on the
date of the employment termination.
7. INVOLUNTARY TERMINATION WITHOUT CAUSE.
(a) Severance. In the event that, during the term of this Agreement,
the Company terminates the Employee's employment for any reason other than Cause
or Disability or the Employee voluntarily resigns his employment for Good Reason
within one month of the effective date of a reduction of his Base Compensation
or the Company's material breach of its obligations under Section 2(a), as the
case may be, and Section 6 does not apply, then:
(i) The Company shall pay an amount ("Severance Payment") in
installments (or a lump sum if the Company so elects), as provided below, equal
in the aggregate to one hundred percent (100%) of the Employee's annual rate of
Base Compensation as in effect on the date of employment termination, less Base
Compensation paid to the Employee for any period up to one (1) month between the
date of termination and the date that notice thereof was given, plus any accrued
and unpaid vacation at the time of such termination. The Severance Payment shall
be made in installments at the same rate and in accordance with the same
schedule as Base Compensation would have been paid had employment continued
until the Severance Payment has been made in full; provided, however, at its
election the Company may at any time pay any remainder of the Severance Payment
in a lump sum.
(ii) For the period of one (1) year following such termination
(reduced by any period up to one (1) month between the date of termination and
the date that notice thereof was given), the Company shall (i) reimburse the
Employee for dental and health insurance premiums required to be paid by the
Employee for such one (1) year (or reduced) period to obtain COBRA continuation
coverage within the meaning of Section 4980B(f) (2) of the Internal Revenue Code
of 1986, as amended (the "Code"), provided the Employee elects such continuation
coverage, and (ii) cause group long-term disability insurance coverage and basic
term life insurance coverage with a death benefit of up to $100,000 then
provided to the Employee by the Company, if any, to be continued for such one
(1) year (or reduced) period (or, if such coverage cannot be continued or can
only be continued at a cost to the Company greater than the Company would have
incurred absent such termination, then, at the Company's election, the Company
may either provide such long-term disability or term life insurance as may be
available at no greater cost than one hundred fifty percent (150%) of what the
Company would have incurred absent such termination or pay to the Employee one
hundred fifty percent (150%) of the amount of premiums the Company would have
incurred to continue such coverage absent
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such termination) (payments and benefits under this Subdivision (ii),
collectively "Severance Benefits").
(iii) There shall be credited toward payment and provision of the
Severance Payment and Severance Benefits any other payments or benefits paid or
provided to the Employee by or on behalf of the Company or its parent or
subsidiaries as a result of any such termination of employment (other than
payment of vacation accrued as of such termination, and provided that mere
acceleration of exercisability of stock options or of the time of payment or
provision of other payments or benefits that are payable or required to be
provided to the Employee without regard to termination of employment shall not
be considered to result from such termination). The first installment of the
Severance Payment shall be made not later than thirty (30) days after such
termination, and Severance Benefits shall be provided monthly commencing after
the expiration of one (1) month following such termination; provided, however,
in no event shall the Company be required to make or provide any Severance
Payment or Severance Benefit unless and until the Employee executes and delivers
to the Company a release in the form of Exhibit A and seven (7) days have
elapsed following such execution and delivery without revocation of such release
by the Employee (except that pending either such execution and delivery of such
a release by the Employee or failure of the Employee to do so within such thirty
(30) period, the Company will advance for the account of the Employee premiums
required to be paid during such thirty (30) day period if necessary to avoid
lapse with respect to the Employee within such period of a group dental, health
or disability policy to which Severance Benefits relate, which advance shall be
repaid by the Employee on expiration of such thirty (30) day period in case the
Employee fails to so execute and deliver such a release).
(b) Termination of Severance Benefits. All Severance Benefits shall be
discontinued completely as of the date when the Employee returns to employment
or self-employment, whether full- or part-time, with an entity that offers any
group insurance coverage to its employees or independent contractors, regardless
of whether such coverage is equivalent to the insurance coverage contemplated by
the Severance Benefits.
8. LIMITATION ON PAYMENTS.
(a) Basic Rule. Any other provision of this Agreement notwithstanding,
the Company shall not be required to make any payment to, or for the benefit of,
the Employee (under this Agreement or otherwise) that would be nondeductible by
the Company by reason of section 280G of the Code or that would subject the
Employee to the excise tax described in section 4999 of the Code, and any
payment or benefit that would be nondeductible by reason of section 162(m) of
the Code shall to the extent be deferred and paid or provided in the next
taxable year when it can be paid or provided without limitation by section
162(m) of the Code. All calculations required by this Section 8 shall be
performed by the independent auditors retained by URS Corporation most recently
prior to the Change in Control (the "Auditors"), based on information supplied
by the Company and the Employee, and shall be binding on the Company and the
Employee. All fees and expenses of the Auditors shall be paid by the Company.
(b) Reductions. If the amount of the aggregate payments to the
Employee must be reduced under this Section 8, then the Employee shall direct in
which order the
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payments are to be reduced, but no change in the timing of any payment shall be
made without the Company's consent except as provided above with respect to the
limitation of section 162(m) of the Code. As a result of uncertainty in the
application of sections 162(m), 280G and 4999 of the Code at the time of an
initial determination by the Auditors hereunder, it is possible that a payment
will have been made by the Company that should not have been made (an
"Overpayment") or that an additional payment that will not have been made by the
Company could have been made (an "Underpayment"). In the event that the
Auditors, based upon the assertion of a deficiency by the Internal Revenue
Service against the Company or the Employee that the Auditors believe has a high
probability of success, determine that an Overpayment has been made, such
Overpayment shall be treated for all purposes as a loan to the Employee that he
shall repay to the Company, together with interest at the applicable federal
rate specified in section 7872(f) (2) of the Code; provided, however, that no
amount shall be payable by the Employee to the Company if and to the extent that
such payment would not reduce the amount that is nondeductible under section
162(m) or 280G of the Code or is subject to an excise tax under section 4999 of
the Code. In the event that the Auditors determine that an Underpayment has
occurred, such Underpayment shall promptly be paid or transferred by the Company
to, or for the benefit of, the Employee, together with interest at the
applicable federal rate specified in section 7872(f)(2) of the Code.
9. NONDISCLOSURE.
During the term of this Agreement and thereafter, the Employee shall
not, without the prior written consent of the Board, disclose or use for any
purpose (except in the course of his employment under this Agreement and in
furtherance of the business of the Company) confidential information or
proprietary data of the Company or any parent, subsidiary or affiliated
corporation or related entity of the Company, except as required by applicable
law or legal process, in which case promptly and before disclosure the Employee
shall give notice to the Company of any such requirement or process; provided,
however, that confidential information shall not include any information
available from another source on a nonconfidential basis, known generally to the
public, or ascertainable from public or published information (other than as a
result of unauthorized disclosure by the Employee). The Employee agrees to
deliver to the Company at the termination of his employment, or at any other
time the Company may request, all memoranda, notes, plans, records, reports and
other documents or electronic information (and copies thereof) relating to the
business of the Company or any parent, subsidiary or affiliated corporation or
related entity of the Company, which he may then possess or have under his
control. Nothing in this Section 9 or elsewhere in this Agreement shall be
deemed to waive, or to permit or authorize the Employee to take any action which
waives or could have the consequence of waiving, the attorney-client privilege,
the work product doctrine or any other privilege or doctrine with respect to any
information in the possession of the Employee or any communication between the
Employee and the Company, its parent, subsidiary and affiliated corporations,
any related entities or any of their respective directors, officers, employees,
agents or other representatives.
10. MISCELLANEOUS PROVISIONS.
(a) Successors. Subject to Subsection (i) below and provided that the
Employee may not delegate his duties hereunder without the consent of the Board
of Directors of
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the Company, this Agreement and all rights hereunder shall inure to the benefit
of, and be enforceable by, the parties' successors, assigns, personal or legal
representatives, executors, administrators, heirs, distributees, devisees and
legatees.
(b) Notice. Notices and all other communications contemplated by this
Agreement shall be in writing and shall be deemed to have been duly given when
personally delivered or when mailed by U.S. registered mail, return receipt
requested and postage prepaid. In the case of the Employee, mailed notices shall
be addressed to him at the home address which he most recently communicated to
the Company in writing for income tax withholding purposes or by notice given
pursuant to this Subsection (a). In the case of the Company, mailed notices
shall be addressed to its corporate as reflected in its most recent Report on
Form 10-Q or Form 10-K filed with the U.S. Securities and Exchange Commission,
directed to the attention of its Secretary.
(c) Waiver. No provision of this Agreement shall be modified, waived
or discharged unless the modification, waiver or discharge is agreed to in
writing and signed by the Employee and by an authorized officer of the Company
(other than the Employee). No waiver by either party of any breach of, or of
compliance with, any condition or provision of this Agreement by the other party
shall be considered a waiver of any other condition or provision or of the same
condition or provision at another time.
(d) Whole Agreement. No agreements, representations or understandings
(whether oral or written and whether express or implied) which are not expressly
set forth in this Agreement have been made or entered into by either party with
respect to the subject matter hereof. Effective as of the date hereof, this
Agreement supersedes all prior employment agreements and severance agreements
between the parties, their parents, subsidiaries and affiliates, and their
respective predecessors (but not that certain Indemnification Agreement dated as
of January 20, 1997, between the Company and the Employee, which remains in full
force and effect).
(e) Withholding. All payments made under this Agreement shall be
subject to reduction to reflect taxes required to be withheld by law. The
Employee hereby declares under penalty of perjury that his Social Security
Number is ###-##-####. To the extent permitted by applicable law, the Company
shall also be entitled to withhold from or offset against any payments under
this Agreement any amounts owed by the Employee (whether or not liquidated) to
the Company or any parent, subsidiary or affiliated corporation or related
entity or either of them.
(f) Choice of Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the internal laws of the
State of California, without regard to where the Employee has his residence or
principal office or where he performs his duties hereunder.
(g) Severability. The invalidity or unenforceability of any provision
or provisions of this Agreement shall not affect the validity or enforceability
of any other provision hereof, which shall remain in full force and effect.
8.
(h) Arbitration. Except as otherwise provided in Section 8, and except
for any action by the Company seeking injunctive relief against the Employee,
any controversy or claim arising out of or relating to this Agreement, or the
breach thereof, or the Employee's employment with the Company or the terms and
conditions or termination thereof, or any action or omission of any kind
whatsoever in the course of or connected in any way with any relations between
the Company and the Employee, including without limitation all claims
encompassed within the scope of the form of General Release attached to this
Agreement as Exhibit A, shall be finally settled by binding arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association, and judgment on the award rendered by the arbitrator may be entered
in any court having jurisdiction thereof. The arbitration shall be administered
by the San Francisco, California regional office of such Association and shall
be conducted at the San Francisco, California offices of such Association or at
such other location in San Francisco, California as such Association may
designate. All fees and expenses of the arbitrator and such Association shall be
borne as designated by the arbitrator. The Company and the Employee acknowledge
and agree that any and all rights they may have to resolve their claims by a
jury trial are hereby expressly waived.
(i) No Assignment. The rights of any person to payments or benefits
under this Agreement shall not be made subject to option or assignment, either
by voluntary or involuntary assignment or by operation of law, including
(without limitation) bankruptcy, garnishment, attachment or other creditor's
process, and any action in violation of this Subsection (i) shall be void.
9.
IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by its duly authorized officer, as of the day and year
first above written.
/s/Xxxxxx Xxxxxxx
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XXXXXX XXXXXXX
Date: March 20, 1998
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URS CORPORATION
By: /s/Xxxx X. Xxxxxxxxx
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XXXX X. XXXXXXXXX
Title: Executive Vice President
Date: March 20, 1998
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10.
EXHIBIT A
GENERAL RELEASE
This General Release ("Release") is executed and delivered by Xxxxxx
Xxxxxxx ("Employee") to and for the benefit of URS Corporation, a Delaware
corporation, and any parent, subsidiary or affiliated corporation or related
entity of URS Corporation (collectively, the "Company").
In consideration of certain benefits which Employee will receive
following termination of employment pursuant to the terms of the Employment
Agreement entered into as of March __, 1998 between the Employee and the Company
(the "Agreement"), the sufficiency of which Employee hereby acknowledges,
Employee hereby agrees not to xxx and fully, finally, completely and generally
releases, absolves and discharges Company, its predecessors, successors,
subsidiaries, parents, related companies and business concerns, affiliates,
partners, trustees, directors, officers, agents, attorneys, servants,
representatives and employees, past and present, and each of them (hereinafter
collectively referred to as "Releasees") from any and all claims, demands,
liens, agreements, contracts, covenants, actions, suits, causes of action,
grievances, arbitrations, unfair labor practice charges, wages, vacation
payments, severance payments, obligations, commissions, overtime payments,
workers compensation claims, debts, profit sharing or bonus claims, expenses,
damages, judgments, orders and/or liabilities of whatever kind or nature in law,
equity or otherwise, whether known or unknown to Employee which Employee now
owns or holds or has at any time owned or held as against Releasees, or any of
them through the date Employee executes this Release ("Claims"), including
specifically but not exclusively and without limiting the generality of the
foregoing, any and all Claims arising out of or in any way connected to
Employee's employment with or separation of employment from Company including
any Claims based on contract, tort, wrongful discharge, fraud, breach of
fiduciary duty, attorneys' fees and costs, discrimination in employment, any and
all acts or omissions in contravention of any federal or state laws or statutes
(including, but not limited to, federal or state securities laws, any deceptive
trades practices act or any similar act in any other state and the Racketeer
Influenced and Corrupt Organizations Act), and any right to recovery based on
state or federal age, sex, pregnancy, race, color, national origin, marital
status, religion, veteran status, disability, sexual orientation, medical
condition, union affiliation or other anti-discrimination laws, including,
without limitation, Title VII, the Age Discrimination in Employment Act, the
Americans with Disabilities Act, the National Labor Relations Act, the
California Fair Employment and Housing Act, and any similar act in effect in any
jurisdiction applicable to Employee or the Company, all as amended, whether such
claim be based upon an action filed by Employee or by a governmental agency;
provided that, expressly excluded from this Release are any and all Claims
Employee may have for indemnification under the Bylaws of the Company and any
Claims arising under the terms of the Indemnification Agreement between URS
Corporation and Employee dated as of January 20, 1997 and any amendment,
supplement or replacement thereof.
During the time Employee is entitled to any Severance Payment or
Severance Benefits, as defined and provided in Sections 6 and 7 of the
Agreement, Employee agrees (i) to assist, as reasonably requested by Company, in
the transition of Employee's responsibilities and (ii) not to solicit any
employee of Company to terminate or cease employment with Company. Without
1.
superseding any other agreements, including the Agreement, and obligations
Employee has with respect thereto, (i) Employee agrees not to divulge any
information that might be of a confidential or proprietary nature relative to
Company, and (ii) Employee agrees to keep confidential all information contained
in this Release (except to the extent (A) Company consents in writing to
disclosure, (B) Employee is required by process of law to make such disclosure
and Employee promptly notifies Company of receipt by Employee of such process,
or (C) such information previously shall have become publicly available other
than by breach hereof on the part of Employee).
Employee acknowledges and agrees that neither anything in this Release
nor the offer, execution, delivery, or acceptance thereof shall be construed as
an admission by Company of any kind, and this Release shall not be admissible as
evidence in any proceeding except to enforce this Release.
It is the intention of Employee in executing this instrument that it
shall be effective as a bar to each and every claim, demand, grievance and cause
of action hereinabove specified. In furtherance of this intention, Employee
hereby expressly consents that this Release shall be given full force and effect
according to each and all of its express terms and provisions, including those
relating to unknown and unsuspected claims, demands and causes of action, if
any, as well as those relating to any other claims, demands and causes of action
hereinabove specified, and elects to assume all risks for claims that now exist
in Employee's favor, known or unknown, that are released under this Release.
Employee acknowledges Employee may hereafter discover facts different from, or
in addition to, those Employee now knows or believes to be true with respect to
the claims, demands, liens, agreements, contracts, covenants, actions, suits,
causes of action, wages, obligations, debts, expenses, damages, judgments,
orders and liabilities herein released, and agrees the release herein shall be
and remain in effect in all respects as a complete and general release as to all
matters released herein, notwithstanding any such different or additional facts.
If any provision of this Release or application thereof is held
invalid, the invalidity shall not affect other provisions or applications of the
Release which can be given effect without the invalid provision or application.
To this end, the provisions of this Release are severable.
Employee represents and warrants that Employee has not heretofore
assigned or transferred or purported to assign or transfer to any person, firm
or corporation any claim, demand, right, damage, liability, debt, account,
action, cause of action, or any other matter herein released.
NOTICE TO EMPLOYEE
The law requires that Employee be advised and Company hereby advises
Employee in writing to consult with an attorney and discuss this Release before
executing it. Employee acknowledges Company has provided to Employee at least 21
calendar days within which to review and consider this Release before signing
it.
Should Employee decide not to use the full 21 days, then Employee
knowingly and voluntarily waives any claims that Employee was not in fact given
that period of time or did not
2.
use the entire 21 days to consult an attorney and/or consider this Release.
Employee acknowledges that Employee may revoke this Release for up to seven
calendar days following Employee's execution of this Release and that it shall
not become effective or enforceable until the revocation period has expired.
Employee further acknowledges and agrees that such revocation must be in writing
addressed to Company as follows: _____________________, and received by Company
as so addressed not later than midnight on the seventh day following execution
of this Release by Employee. If Employee so revokes this Release, the Release
shall not be effective or enforceable and Employee will not receive the monies
and benefits described above. If Employee does not revoke this Release in the
time frame specified above, the Release shall become effective at 12:00:01 A.M.
on the eighth day after it is signed by Employee.
PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS A
GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
I have read and understood the foregoing General Release, have been
advised to and have had the opportunity to discuss it with anyone I desire,
including an attorney of my own choice, and I accept and agree to its terms,
acknowledge receipt of a copy of the same and the sufficiency of the monies and
benefits described above, and hereby execute this Release voluntarily and with
full understanding of its consequences.
Dated: _________________________________ _________________________________
Employee
3.
